PRS REIT : AGM Proxy Form 2022

Incorporated in England & Wales under the Companies Act 2006

Registered No 10638461

THE PRS REIT PLC ("COMPANY") 2022 ANNUAL GENERAL MEETING FORM OF PROXY

YOU MAY APPOINT A PROXY ONLINE AT WWW.SIGNALSHARES.COMINSTEAD OF USING

THIS FORM.

Before completing this form, please read the explanatory notes

I/We ........................................................................................................................................................

FULL NAME(S) IN BLOCK CAPITALS

of ........................................................................................................................................................

FULL ADDRESS IN BLOCK CAPITALS

being a member of the Company appoint the Chairman of the meeting or (see note 3)

as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at 1.30 p.m. on Monday 28 November 2022 and at any adjournment of the meeting.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'.

If you wish to appoint multiple proxies, please see note 4 below.

Please tick here if you are appointing more than one proxy

RESOLUTIONS	For	Against	Withheld	Discretionary
ORDINARY RESOLUTIONS
1.	To receive and adopt the Annual Report and	☐	☐	☐	☐
	Accounts of the Company for the year ended
	30 June 2022.
2.	To approve the Directors' Remuneration Report	☐	☐	☐	☐
	(excluding the part containing the Directors'
	Remuneration Policy).
3.	To re-appoint Stephen Smith as a non-	☐	☐	☐	☐
	executive director of the Company.
4.	To re-appoint Steffan Francis as a non-	☐	☐	☐	☐
	executive director of the Company.
5.	To re-appoint Roderick MacRae as a non-	☐	☐	☐	☐
	executive director of the Company.
6.	To re-appoint Geeta Nanda as a non-executive	☐	☐	☐	☐
	director of the Company.

RESOLUTIONS	For	Against		Withheld	Discretionary
7. To re-appoint Jim Prower as a non-executive	☐	☐		☐	☐
	director of the Company.
8. To re-appoint RSM UK Audit LLP as	☐	☐		☐	☐
	independent Auditor of the Company.
9.	To authorise the Audit Committee to determine	☐	☐		☐	☐
	the Auditor's remuneration.
10.	To authorise the Directors to declare and pay	☐	☐		☐	☐
	all dividends of the Company as interim
	dividends.
11.	To authorise the Directors to allot shares.	☐	☐		☐	☐
SPECIAL RESOLUTIONS
12.	To dis-apply statutory pre-emption rights up to	☐	☐		☐	☐
	10%.
13.	To dis-applypre-emption rights up to a further	☐	☐		☐	☐
	10% in connection with an acquisition or
	specified capital investments.
14.	To authorise the Company to purchase its own	☐	☐		☐	☐
	shares.
15.	To authorise the calling of general meetings,	☐	☐		☐	☐
	other than an annual general meeting, on not
	less than 14 clear days' notice.
Signature(s) or Common Seal			Date

2

NOTES

FORM OF PROXY

1. As a member of the Company you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. If the proxy is being appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank they will be authorised in respect of your full voting entitlement.

APPOINTMENT

1. A proxy does not need to be a member of the Company but must attend the meeting to represent you. If you wish to appoint a proxy other than the Chairman of the meeting, insert their full name in the box. If you leave this space blank, the Chairman of the meeting will be appointed your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. Additional proxy forms may be obtained by contacting the Company's registrar or you may copy this form. If you are appointing more than one proxy, please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy and indicate by ticking the relevant box that the proxy appointment is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope.
3. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

VOTING DIRECTIONS

5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the "Discretionary" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting, including a motion to adjourn.

RETURNING YOUR FORM OF PROXY

1. To appoint a proxy using this form, the form must be:
2. • Completed and signed;
   • Sent or delivered to Link Group at PXS, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL; and
   • Received by Link Group no later than 1.30 p.m. on Thursday 24 November 2022.
3. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
4. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Link Group, ID number RA10, by 1.30 p.m. on Thursday 24 November 2022.
5. You may submit your proxy electronically using the share portal service at www.signalshares.com. Shareholders can use this service to vote or appoint a proxy online. Shareholders will need to use the unique personal identification Investor Code (this can be found on your share certificate). For an electronic proxy appointment to be valid, your appointment must be received by Link Group no later than 1.30 p.m. on Thursday 24 November 2022.
6. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. For details of how to change your proxy instructions or revoke your proxy appointment, see the notes to the notice of meeting.
7. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.